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Proposal Details

Proposal ID	782
Proposal	Amendment of GPUS Fiscal Policy: Article XIV Financial Conflict of Interest Policy
Presenter	GPUS Finance Committee
Floor Manager	Charles Ostdiek
Phase	Closed - Adopted
Discussion	05-04-2015 - 05-31-2015
Voting	06-01-2015 - 06-07-2015
Presens Quorum	Two Thirds of Active Accredited States/Caucuses
Consens Quorum	Two Thirds of Yes and No Votes

Background

The GPUS Finance Committee has drafted the following Financial Conflict of Interest policy to ensure accountability to the National Party of elected officers and others in positions of trust.

Proposal

GPUS Fiscal Policy is amended by adding the following:

ARTICLE XIV FINANCIAL CONFLICT OF INTEREST POLICY

Section 1 Purpose
The purpose of the conflict of interest policy is to protect the Green Party of the United States’ (hereinafter GPUS) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or member of a committee of GPUS or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to not-for-profit political organizations.

Section 2 Definitions
1. Interested Person
Any director, officer, or member of a committee with National Committee or Steering Committee delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    a. An ownership or investment interest in any entity with which GPUS has entered into a financial transaction or arrangement.
    b. A compensation arrangement with GPUS or with any entity or individual with which GPUS has entered into a financial transaction or arrangement, or
    c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which GPUS is negotiating a financial transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the Steering Committee decides that a conflict of interest exists.

Section 3 Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the possible existence of a conflict of interest at the time of the first consideration of the relevant contract or transaction and subsequently be given an opportunity to disclose all material facts to the Steering Committee and members of committees with National Committee delegated powers who are considering the proposed transaction or arrangement.

2. Procedures for Addressing the Conflict of Interest
    a. The Steering Committee shall, if appropriate, appoint a disinterested person or committee to: (1) review all facts relevant to the alleged conflict of interest, and (2) investigate any possible alternatives to the proposed transaction or arrangement including obtaining competitive written bids to ensure that prices and product are comparable.
    b. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Steering Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining committee members shall decide if a conflict of interest exists.

3. Process for managing conflicts of interest
If a conflict is determined to exist:
    a. After exercising due diligence, the Steering Committee shall determine whether GPUS can obtain with reasonable efforts a comparable or better transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    b. If a comparable or better transaction or arrangement is not feasible, the Steering Committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the best interest of GPUS, and whether it is fair and reasonable. In conformity with the above determination it shall make a decision as to whether to enter into or continue the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy
    a. If the Steering Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest in a timely manner, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Steering Committee determines the member has failed to disclose an actual or possible conflict of interest in a timely manner, it shall take appropriate disciplinary and corrective action up to and including termination of the financial arrangement that is in conflict with the best interests of GPUS.

Section 4 Records of Proceedings
The Minutes of the Steering Committee shall contain:
    1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Steering Committee’s decision as to whether a conflict of interest in fact existed.

    2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5 Compensation
1. A voting member of the Steering Committee who receives compensation, directly or indirectly, from GPUS for services is precluded from voting on matters pertaining to that member’s compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly from GPUS for services is precluded from voting on matters pertaining to that member’s compensation.

3. No voting member of the Steering Committee or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from GPUS, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6 Annual Statements
Each Steering Committee member, officer, and member of a committee with National Committee delegated powers shall annually sign a statement which affirms that such person:
    a. Has received a copy of the conflicts of interest policy, and
    b. Has read and understands the policy, and
    c. Has agreed to comply with the policy, and
    d. Understands that GPUS is a not-for-profit political organization that maintains its status with the FEC as a recognized political party by engaging primarily in activities that accomplish the purposes of GPUS.

Section 7 Periodic Reviews
To ensure that GPUS operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its FEC status, periodic reviews by the Steering Committee shall be conducted during the annual budget drafting process. The periodic reviews shall, at a minimum, include the following subjects:
    a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining, and
    b. Whether partnerships, joint ventures, and arrangements with management organizations conform to GPUS’ written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further its political purposes and do not result in private inurement, impermissible private benefit or in an excess benefit transaction.

Section 8 Use of Outside Experts or Advisors
When conducting the periodic reviews as provided for in Section 7, GPUS may, but need not, employ outside experts or advisors. If outside experts or advisors are employed, their use shall not relieve the Steering Committee of its responsibility for ensuring that periodic reviews are conducted.

Resources

The Financial Conflict of Interest policy shall become effective upon passage. At the time the policy goes into effect, the Steering Committee will require that all interested persons must disclose the possible existence of any conflict of interest.

References

GPUS Fiscal Policy
• http://www.gp.org/fiscal-policy

IRS Sample Conflict of Interest Policy
• http://www.irs.gov/instructions/i1023/ar03.html

Charles Ostdiek, 402-718-5991, Charles.Ostdiek@gp.org

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